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EXHIBIT 13d
PURCHASE AGREEMENT
Schwab Capital Trust (the "Trust"), a Massachusetts business trust, and
Xxxxxxx Xxxxxx & Co., Inc. ("Schwab"), a California corporation, hereby agree on
the 26th day of February, 1996 as follows:
1. The Trust hereby offers and Schwab hereby purchases 100 units
of beneficial interest of each class of Series F representing interest in the
two classes of the series of shares known as the Schwab S&P 500 Fund - Investor
Shares and the Schwab S&P 500 Fund - e.Shares, respectively, (such 200 units of
beneficial interest being hereafter collectively known as "Shares") at a price
of $10.00 per Share. Schwab hereby acknowledges purchase of the Shares, and the
Trust hereby acknowledges receipt from Schwab of funds in the amount of $2,000
in full payment for the Shares. It is further agreed that no certificate for the
Shares will be issued by the Trust.
2. Schwab represents and warrants to the Trust that the Shares are
being acquired for investment purposes and not with a view to the distribution
thereof.
3. The names "Schwab Capital Trust" and "Trustees of Schwab
Capital Trust" refer, respectively to the Trust created and the Trustees as
Trustees but not individually or personally, acting from time to time under an
Agreement and Declaration of Trust dated as of May 6, 1993, to which reference
is hereby made and a copy of which is on file at the Office of the Secretary of
State of the Commonwealth of Massachusetts and elsewhere as required by law, and
to any and all amendments thereto so filed or hereafter filed. The obligations
of "Schwab Capital Trust" entered into in the name or on behalf thereof by any
of the Trustees, representatives or agents are not made individually, but only
in such capacities, and are not binding upon any of the Trustees, Shareholders
or representatives of the Trust personally, but bind only the assets of the
Trust, and all persons dealing with any series of Shares of the Trust must look
solely to the assets for the Trust belonging to such series for the enforcement
of any claims against the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed day and year first written above.
Attest: SCHWAB CAPITAL TRUST
/s/ Xxxxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
and Chief Investment
Officer
Attest: XXXXXXX XXXXXX & CO., INC.
/s/ Xxxxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
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